v3.26.1
Equity Incentive Plans
6 Months Ended
Jun. 30, 2026
Share-Based Payment Arrangement [Abstract]  
Equity Incentive Plans

6. EQUITY INCENTIVE PLANS

2019 Equity Incentive Plan

The Legacy Tectonic 2019 Equity Incentive Plan (the “2019 Plan”) provides employees, consultants and advisors and non-employee members of the Board of Directors with the opportunity to receive grants of stock options, stock awards and equity awards. Following the effectiveness of the 2024 Equity Incentive Plan as described below, no further grants will be made under the 2019 Plan; however, outstanding equity awards granted under the 2019 Plan continue to be governed by the terms of the 2019 Plan.

2024 Equity Incentive Plan

On June 20, 2024, the Company adopted the 2024 Equity Incentive Plan (the “2024 Plan”). The 2024 Plan provides for the grant of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards and other forms of awards to employees, consultants, and non-employee directors of the Company. The number of shares of common stock available for issuance under the 2024 Plan will automatically increase on January 1st of each year through January 1, 2034, in an amount equal to the lesser of (a) 5% of the total number of shares of common stock issued and outstanding determined as of the day prior to such increase, or (b) an amount determined by the Board of Directors. On January 1, 2026, the number of shares of common stock available for issuance under the 2024 Plan automatically increased by 936,912 shares.

2024 Employee Stock Purchase Plan

On June 20, 2024, the Company adopted the 2024 Employee Stock Purchase Plan (the “ESPP”). The number of shares of our common stock available for issuance under the ESPP will automatically increase on January 1st of each year through 2034, in an amount equal to the lesser of (a) 1% of the total number of shares of common stock issued and outstanding determined as of the day prior to such increase, (b) a number of shares equal to three times the initial share reserve, or (c) an amount determined by the Board of Directors. On January 1, 2026, the number of shares of common stock available for issuance under the ESPP increased by 187,382 shares. No offering periods under the ESPP have been initiated as of June 30, 2026.

Stock Options

Stock options granted to employees generally vest over a four-year period in multiple tranches and have a contractual term of ten years. Options granted to the Board of Directors generally vest over a one-year period.

The following table summarizes the stock option activity under the 2019 Plan and 2024 Plan for the six months ended June 30, 2026:

 

 

 

Outstanding Options

 

 

Number of Shares Underlying Outstanding Options

 

 

Weighted-
Average
Exercise
Price

 

 

Weighted-
Average
Remaining
Contractual
Term (Years)

 

 

Aggregate
Intrinsic
Value

 

Outstanding as of January 1, 2026

 

 

1,951,417

 

 

$

19.55

 

 

 

 

 

 

 

Options granted

 

 

351,287

 

 

 

28.03

 

 

 

 

 

 

 

Options exercised

 

 

(25,239

)

 

 

5.72

 

 

 

 

 

$

593

 

Options forfeited and expired

 

 

(14,977

)

 

 

18.09

 

 

 

 

 

 

 

Outstanding as of June 30, 2026

 

 

2,262,488

 

 

$

21.03

 

 

 

8.0

 

 

$

35,026

 

Options vested and exercisable as of June 30, 2026

 

 

1,056,736

 

 

$

16.04

 

 

 

7.2

 

 

$

21,026

 

Options vested and expected to vest as of June 30, 2026

 

 

2,262,488

 

 

$

21.03

 

 

 

8.0

 

 

$

35,026

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

During the six months ended June 30, 2026 and 2025, the Company granted options with a weighted-average grant-date fair value of $22.56 and $34.44 per share, respectively. The aggregate intrinsic value of stock options exercised during the six months ended June 30, 2026 and 2025 was $0.6 million and $5.0 million, respectively.

Fair Value of Stock Options Granted

The Company utilizes the Black-Scholes-Merton (“BSM”) option-pricing model to determine the fair value of stock options granted.

The following table summarizes the assumptions used for estimating the fair value of stock options granted under the BSM option-pricing model:

 

Six Months Ended June 30,

 

2026

 

2025

Expected term in years

 

5.50 - 6.08

 

5.50 - 6.25

Expected volatility

 

96.5% - 102.9%

 

102.6% - 103.1%

Risk-free interest rate

 

3.77% - 4.36%

 

3.92% - 4.43%

Expected dividend yield

 

0%

 

0%

 

Restricted Stock Units

Restricted stock units (“RSUs”), which are granted to employees, generally vest over a three-year period. The value of an RSU award is based on the quoted market price of the Company’s common stock on the grant date. The shares underlying the RSUs are not issued until the RSUs vest. The following table summarizes the RSU activity for the six months ended June 30, 2026:

 

 

 

Outstanding RSUs

 

 

Number of Shares Underlying Outstanding Units

 

 

Weighted-
Average
Grant Date Fair Value per Unit

 

Outstanding as of January 1, 2026

 

 

262,184

 

 

$

36.66

 

Restricted stock units granted

 

 

285,155

 

 

 

27.58

 

Restricted stock units vested

 

 

(59,629

)

 

 

45.23

 

Restricted stock units forfeited

 

 

(3,390

)

 

 

20.81

 

Outstanding as of June 30, 2026

 

 

484,320

 

 

$

30.37

 

 

 

 

 

 

 

 

During the six months ended June 30, 2026 and 2025, the Company granted RSUs with a weighted-average grant date fair value of $27.58 and $44.96 per unit, respectively. The total fair value of RSUs vested during the six months ended June 30, 2026 and 2025 was $1.4 million and $0.1 million, respectively.

When RSUs vest the Company withholds shares with a fair value equal to the minimum statutory tax withholding requirements. During the six months ended June 30, 2026, 20,202 shares were withheld for tax purposes. Shares withheld are accounted for as a reduction of additional paid-in capital within stockholders’ equity.

Stock-Based Compensation Expense

The following table summarizes the unrecognized compensation expense and the weighted-average remaining period over which it is expected to be recognized, by type of award:

 

 

As of June 30, 2026

 

 

 

Unamortized Expense

 

 

Weighted Average Remaining Recognition Period (Years)

 

 Stock options

 

 

24,427

 

 

 

2.4

 

 RSUs

 

 

12,489

 

 

 

2.3